exv10w4






Exhibit 10.4



CAMBRIDGE ENTERPRISE LIMITED

(“CE”)




and




PSYNOVA NEUROTECH LIMITED

(“Licensee”)




EXCLUSIVE PATENT AND

NON-EXCLUSIVE KNOW-HOW

LICENCE AGREEMENT











Case No: Bah-1677-06








Copyright © 2003-8 University of Cambridge



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	 	1	 	 	 	 	 	 	Definitions and Interpretations
	3
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	1.1	 	 	Definitions
	3
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	1.2	 	 	Interpretation
	6
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	1.3	 	 	Schedules
	6
	 	 	 	 	 	 	 	 	 
	 
	 	2	 	 	 	 	 	 	Grant of rights
	6
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	2.1	 	 	Licences
	6
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	2.2	 	 	Formal licences
	7
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	2.3	 	 	Sub-licensing
	7
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	2.4	 	 	Reservation of rights
	8
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	2.5	 	 	Business Difficulties
	9
	 	 	 	 	 	 	 	 	 
	 
	 	3	 	 	 	 	 	 	Non Disclosure
	9
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.1	 	 	Provision of Know-how
	9
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.2	 	 	Licensee to treat Know-how as
confidential
	9
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.3	 	 	Confidentiality
	9
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.4	 	 	Use of Confidential Information
	10
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.5	 	 	Disclosing Information
	10
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.6	 	 	Exceptions to confidentiality
obligations
	10
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	3.7	 	 	Return of information and survival
of confidentiality obligations
	11
	 	 	 	 	 	 	 	 	 
	 
	 	4	 	 	 	 	 	 	Payments
	11
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.1	 	 	Non-monetary and inadequate
consideration
	11
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.2	 	 	Royalties on all Net Sales of a
Licensed Product by Psynova
Neurotech and any Sub-Licensees
	11
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.3	 	 	Milestone payments
	12
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.4	 	 	Other Income (other than
Royalties)
	12
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.5	 	 	Payment terms and price index
	13
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.6	 	 	Reimbursement of patent costs
	13
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.7	 	 	Financial reports
	14
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	4.8	 	 	Records
	14
	 	 	 	 	 	 	 	 	 
	 
	 	5	 	 	 	 	 	 	Commercialisation obligations and
reports
	14
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5.1	 	 	Commercialisation
	14
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5.2	 	 	Commercialisation Report
	15
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5.3	 	 	Independent Expert — Reference
	15
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5.4	 	 	Independent
Expert — appointment
and decision
	15
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5.5	 	 	CE’s right to terminate
	15
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	5.6	 	 	Sub-licensing of undeveloped
applications
	16
	 	 	 	 	 	 	 	 	 
	 
	 	6	 	 	 	 	 	 	Intellectual property
	16
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	6.1	 	 	Patent protection
	16
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	6.2	 	 	Infringement of the Patents
	16
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	6.3	 	 	Infringement of third party rights
	17
	 	 	 	 	 	 	 	 	 
	 
	 	7	 	 	 	 	 	 	Warranties and liability
	18
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	7.1	 	 	Status of Licensed Technology and
responsibility for development of
Licensed Products
	18
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	7.2	 	 	No representations or warranties
	18
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	7.3	 	 	Liability and indemnity
	18
	 	 	 	 	 	 	 	 	 
	 
	 	8	 	 	 	 	 	 	Duration and termination
	19
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	8.1	 	 	Commencement
and termination by expiry
	19
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	8.2	 	 	Early termination by the Licensee
	19
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	8.3	 	 	Early termination by CE
	19
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	8.4	 	 	Early termination by either party
	20
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	8.5	 	 	Consequences of termination
	20
	 	 	 	 	 	 	 	 	 
	 
	 	9	 	 	 	 	 	 	Dispute resolution
	21
	 	 	 	 	 	 	 	 	 
	 
	 	10	 	 	 	 	 	 	General
	21
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.1	 	 	Force majeure.
	21
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.2	 	 	Assignment.
	22
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.3	 	 	Waiver
	22
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.4	 	 	Invalid clauses
	22
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.5	 	 	No agency
	22
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.6	 	 	Notices
	22
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.7	 	 	Law and jurisdiction
	23
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.8	 	 	Further action
	23
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.9	 	 	Announcements
	23
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.10	 	 	Entire agreement
	24
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.11	 	 	Third party rights
	24
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.12	 	 	Export Control Regulations
	24
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.13	 	 	Non-use of names and marking of Licensed Products
	24
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.14	 	 	Insurance
	25
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.15	 	 	Legal Compliance
	25
	 	 	 	 	 	 	 	 	 
	 
	Schedule 1	 	 	27
	 	 	 	 	 	 	 	 	 
	 
	Schedule 2	 	 	28
	 	 	 	 	 	 	 	 	 
	 
	Schedule 3	 	 	29






Copyright © 2003-8 University of Cambridge



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	 	 	THIS AGREEMENT dated 26th March 2009 is between:
	 
	(1)	 	CAMBRIDGE ENTERPRISE LIMITED (“CE”), a company incorporated in England and Wales
(registered number 1069886) whose registered address is at The Old Schools, Trinity Lane,
Cambridge CB2 1TN, UK;
	 
	 	 	and
	 
	(2)	 	PSYNOVA NEUROTECH LIMITED (the
“Licensee” or “Psynova”) a company incorporated in
England and Wales (registered number 05524107) whose registered office is at St John’s
Innovation Centre, Cowley Road, Cambridge, CB4 0WS.




RECITALS:





	A.	 	CE is a company wholly owned by The Chancellor, Masters and Scholars of the University of
Cambridge.
	 
	B.	 	The University inventors specified in Schedule 1 have developed technology relating to
biomarkers and targets for the diagnosis and treatment of psychiatric disorders and related
disorders of the central nervous system, including the Patents and the Know-how and they
and the University have assigned to CE all their intellectual property rights in the
Patents and the Inventors have granted a licence to CE in respect of the Know-how.
	 
	C.	 	By an option agreement dated 4th April 2007 CE granted Psynova an option to take an
exclusive licence under the Patent.
	 
	D.	 	The Licensee wishes to acquire rights under the Patents and
to use the Know-how for the
development and commercialisation of Licensed Products in the Field and in the Territory, in
accordance with the provisions of this Agreement.




IT IS AGREED as follows:





	1	 	Definitions and Interpretations
	 
	1.1	 	Definitions
	 
	 	 	In this Agreement, the following words shall have the following meanings:





	 	 	 
	Anniversary

	 	An anniversary of the Commencement Date.
	 
	 	 
	Commencement Date

	 	16 March 2009
	 
	 	 
	Confidential Information

	 	Any information marked confidential obtained
directly or indirectly by one Party from the other
Party.
	 
	 	 
	Continuation in Part

	 	Any continuation-in-part patent application provided





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	 	(a)	 	it was filed within two years of the original
application;
	 
	 	(b)	 	it only names one or more of the Inventors;
	 
	 	(c)	 	the technology covered was disclosed, claimed
in and dominated by the original application;
and
	 
	 	(d)	 	is not burdened by, for example, sponsored
research or any other collaboration between the
University and a third party.





	 	 	 
	Field

	 	Diagnosis, monitoring and screening for major
depressive disorder.
	 
	 	 
	Know-how

	 	Technical information of the Principal Investigator in
the Field which exists at the Commencement Date and
which relates directly to the inventions claimed in
the Patents.
	 
	 	 
	Inventor(s)

	 	The inventors named in Schedule 1.
	 
	 	 
	Licensed Product

	 	Any product, process or use which the Licensee or Sub-Licensees sell, supply or make available (including to
a Sub-Licensee) and which incorporates or their
development makes use of any of the Licensed
Technology.
	 
	 	 
	Licensed Technology

	 	The Patents and the Know-how.
	 
	 	 
	Net Sales Value

	 	Either;







	 	(a)	 	the price of Licensed Products invoiced in arm’s length transactions
to independent third parties exclusively for money or;
	 
	 	(b)	 	the price that would have been invoiced if it had been such a
transaction
	 
	 	 	 	and in both cases without deduction of any commission paid to a third
party but less the following permitted deductions:






	 	(ii)	 	arm’s length trade discounts or credits given; and
	 
	 	(iii)	 	provided the amounts are separately charged on the relevant
invoice, any costs of packaging, insurance, carriage and freight, any
value added tax or other sales tax, and any import duties or similar applicable government levies.




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	Parties

	 	CE and the Licensee, and “Party” shall mean either of them.
	 
	 	 
	Patents

	 	Any and all of the patents and patent applications referred to in Schedule 1
together with any patents granted pursuant to the applications and any
continuations, Continuations in Part, extensions, reissues, divisions and
supplementary protection certificates that derive priority from the foregoing.
	 
	 	 
	Payment Period

	 	The payment periods specified in Schedule 3.
	 
	 	 
	Planned Sales

	 	Projected annual sales for Licensed Products.
	 
	 	 
	Principal Investigator

	 	Dr Sabine Bahn
	 
	 	 
	RBM

	 	Rules Based Medicine, Inc., whose registered office is at 300 Duval Road, Austin,
Texas 78759, USA.
	 
	 	 
	Royalty

	 	The royalty specified in clause 4.3
	 
	 	 
	Other Income

	 	Any payment (other than Royalties) and, without prejudice to clause 4.1, the value
of any non-monetary receipt or benefit which the Licensee obtains in connection
with the rights granted by clause 2.1 less any value added tax but including







	 	(a)	 	consideration for any option or any sub or cross-licence;
	 
	 	(b)	 	research or development funding exceeding a
reasonable level of remuneration as defined in

clause 4.4(d);
	 
	 	(c)	 	up front, milestone, success, bonus,
maintenance, minimum royalty or periodic
(including annual) payments;
	 
	 	(d)	 	shares, options or other securities obtained from
third parties;
	 
	 	(e)	 	the amount by which any premium paid for
shares, options or other securities exceeds fair
market value, to be determined on the
assumption that CE has not granted or agreed to
grant any rights to the Licensee in respect of the
Licensed Technology;
	 
	 	(f)	 	any loan guarantee or other financial benefit
made or given other than on normal market
terms





	 	 	 
	Sub-Licensee

	 	Any third party granted a sub-licence of the rights in
clause 2.1 by the Licensee whether directly by the Licensee or through multiple levels of sub-licensing.






Copyright © 2003-8 University of Cambridge



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	Term

	 	The period specified in clause 8.1.
	 
	 	 
	Territory

	 	World-wide.
	 
	 	 
	University

	 	The Chancellor, Masters and Scholars of the University
of Cambridge.







	1.2	 	Interpretation
	 
	 	 	In this Agreement (except where the context otherwise requires):






	 	(a)	 	any reference to a clause or schedule is to the relevant clause or schedule of or
to this Agreement and any reference to a sub-clause or paragraph is to the relevant
sub-clause or paragraph of the clause or schedule in which it appears;
	 
	 	(b)	 	the clause headings are included for convenience only and shall not affect the
interpretation of this Agreement;
	 
	 	(c)	 	any reference to “person” or “persons” includes natural persons, firms,
partnerships, companies, corporations, associations, organisations, governments,
states, foundations and trusts (in each case whether or not having separate legal
personality);
	 
	 	(d)	 	the singular includes the plural and vice versa; and
	 
	 	(e)	 	words preceding “include”, “includes”, “including” and “included” shall be
construed without limitation by the words which follow those words.






	1.3	 	Schedules
	 
	 	 	The schedules form part of this Agreement. If a provision of a schedule is
inconsistent with a provision of this Agreement, the latter prevails.
	 
	2	 	Grant of rights
	 
	2.1	 	Licences
	 
	 	 	CE hereby grants to the Licensee subject to the provisions of this Agreement:






	 	(a)	 	an exclusive licence under the Patents, with the right to sub-license, subject to
clause 2.3 below, to develop, manufacture, have manufactured, sell, supply, use,
promote, market and make available Licensed Products only in the Field in the
Territory; and
	 
	 	(b)	 	a non-exclusive licence to use the Know-how, with the right to sub-license,
subject to clause 2.3 below, to develop, manufacture, have manufactured, sell, supply,
use, promote, market and make available Licensed Products only in the Field in the
Territory.





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	2.2	 	Formal licences
	 
	 	 	The Parties shall execute such formal licences as may be necessary or appropriate for
registration with Patent Offices and other relevant authorities in particular
territories. In the event of any conflict in meaning between any such licence and the
provisions of this Agreement, the provisions of this Agreement shall prevail. Prior to
the execution of the formal licence(s) (if any) referred to in this clause, the Parties
shall so far as possible have the same rights and obligations towards one another as if
such licence(s) had been granted. The Parties shall use reasonable endeavours to ensure
that, to the extent permitted by relevant authorities, this Agreement shall not form
part of any public record.
	 
	2.3	 	Sub-licensing






	 	2.3.1	 	The Licensee shall be entitled to grant a sub-licence of its rights under this
Agreement to RBM provided that:






	 	(a)	 	the sub-licence shall include terms which are equivalent to the obligations and
limitations (including limitations of liability) which apply to the Licensee under
this Agreement and that RBM shall be subject to clause 4 of this agreement;
	 
	 	(b)	 	the sub-licence shall terminate automatically on the termination of this
Agreement for any reason save that CE shall in good faith negotiate with RBM the
terms of a new sub-licence upon substantially equivalent terms;
	 
	 	(c)	 	within 30 days of the grant of the sub-licence the Licensee shall provide to
CE a true copy of it;
	 
	 	(d)	 	the Licensee shall be responsible for any breach by RBM, as if the breach had been
that of Licensee under this Agreement, and the Licensee shall indemnify CE against any
loss, damages, costs, claims or expenses which are awarded against or suffered by CE as
a result of any such breach by RBM;
	 
	 	(e)	 	for the avoidance of doubt, all Sub-Licensees of RBM shall be treated as
sub-licensees of the Licensee for the purposes of this Agreement, whether the rights
are granted directly by the Licensee or by any Sub-Licensee; and
	 
	 	(f)	 	in respect of clause 4 of this agreement all actions of RBM shall be considered
those of the Licensee and the Licensee shall be responsible for making payments to
CE.






	 	2.3.2	 	The Licensee shall be entitled to grant sub-licences of its rights under this Agreement
and to permit multiple levels of sub-licensing by Sub-Licensees, provided that:





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	 	(a)	 	each sub-licence shall include terms which are equivalent to the obligations and
limitations (including limitations of liability) which apply to the Licensee under
this Agreement;
	 
	 	(b)	 	each sub-licence shall terminate automatically on the termination of this
Agreement for any reason save that CE shall in good faith negotiate with the
sub-licensee the terms of a new sub-licence upon substantially equivalent terms and
substantially equivalent financial terms to those between Psynova and the
Sub-Licensee;
	 
	 	(c)	 	within 30 days of the grant of any sub-licence the Licensee shall provide to
CE a true copy of it;
	 
	 	(d)	 	the Licensee shall be responsible for any breach by any Sub-Licensee, as if the
breach had been that of Licensee under this Agreement, and the Licensee shall indemnify
CE against any loss, damages, costs, claims or expenses which are awarded against or
suffered by CE as a result of any such breach by a Sub-Licensee; and
	 
	 	(e)	 	for the avoidance of doubt, all Sub-Licensees shall be treated as sub-licensees of
the Licensee for the purposes of this Agreement, whether the rights are granted
directly by the Licensee or by any Sub-Licensee.






	2.4	 	Reservation of rights






	 	(a)	 	CE reserves for itself, (and also grants to the University and any wholly owned
subsidiary of the University and any sponsor of the research which created the subject
matter of the Patents) an irrevocable, world-wide, royalty-free, non-exclusive right
to use and to license other academic institutions to use the Patents in the Field for
publication, teaching, clinical patient care, provision of biological materials for
internal academic research purposes and academic research, including as background
intellectual property for collaborative research pursuant to EC or other government
research funding and for applications for funding for such research. The Licensee
agrees that, notwithstanding any other provision of this Agreement, it has no right to
enforce the Patents against any academic institution or restrict publication of any
research by an academic institution relating to or using the Licensed Technology for
not for profit purposes.
	 
	 	(b)	 	Except for the rights expressly set out in this Agreement, no licence is granted
in respect of the Licensed Technology or any other technology or patents of CE
regardless of whether such technology or patents are dominant or subordinate to the
Licensed Technology and all rights, title and interest in and to the Licensed
Technology throughout
the world now or hereafter are and shall remain the exclusive property of CE.




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	2.5	 	Business Difficulties
	 
	 	 	Without prejudice to any other right or remedy which CE may have, if any of the events
contemplated in clause 8.4(b) apply to the Licensee, the exclusivity of licence
granted in clause 2.1(a) shall cease and the licence shall become non-exclusive.
	 
	3	 	Non Disclosure
	 
	3.1	 	Provision of Know-how
	 
	 	 	Upon the Licensee’s reasonable request, CE shall arrange for the Principal Investigator
to supply the Licensee with all Know-how in his possession that CE is at liberty to
disclose and that has not previously been disclosed and which is reasonably necessary
or desirable to enable the Licensee to undertake the further development of the
Patents. The method of such supply shall be agreed between the Principal Investigator
and the Licensee but shall not require the Principal Investigator to undertake any
man-days of work, unless otherwise agreed in writing between the Parties. If it is
agreed that the Principal Investigator shall travel to the Licensee’s premises in
connection with such supply, the Licensee shall reimburse all travel (at business class
rates), accommodation and subsistence costs incurred.
	 
	3.2	 	Licensee to treat Know-how as confidential
	 
	 	 	The Licensee receives the Know-how as Confidential Information. The Licensee shall not
use the Know-how for any purpose except as expressly licensed hereby and in accordance
with the provisions of this Agreement. The Licensee shall observe the provisions of
clauses 3.3 to 3.6 and 8.5(b)(iv) in relation to the Know-how.
	 
	3.3	 	Confidentiality
	 
	 	 	No Confidential Information disclosed by one party
(“Disclosing Party”) to the other
party (“Recipient Party”) under this Agreement may be disclosed by the Recipient Party
to any person except:






	 	(a)	 	employees, officers, directors, auditors, or subcontractors of the Recipient
Party or the University requiring the Confidential Information for the purposes
of this Agreement;
	 
	 	(b)	 	with the prior written consent of the Disclosing Party which consent may be given
or withheld in its absolute discretion;
	 
	 	(c)	 	to actual or potential customers or sub-licensees for Licensed Products in so far
as such disclosure is necessary to promote the sale or use of Licensed Products;
	 
	 	(d)	 	if the Recipient Party is required to do so by law (including the Freedom of
Information Act 2000) or stock exchange; or
	 
	 	(e)	 	if the Recipient Party is required to do so in connection
with legal proceedings relating to this Agreement.




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	3.4	 	Use of Confidential Information
	 
	 	 	No Confidential Information of the Disclosing Party may be used by the Recipient
Party for any purpose other than the performance of the Recipient Party’s
obligations or the exercise of the Recipient Party’s rights under this Agreement.
	 
	3.5	 	Disclosing Information
	 
	 	 	Any party disclosing information under clause 3.3(a) (b) or (c) must use all
reasonable endeavours to ensure that persons receiving Confidential Information
from it






	 	(a)	 	do not disclose or use the information except in the circumstances permitted in
clauses 3.3 and 3.4 and
	 
	 	(b)	 	sign a written confidentiality undertaking in terms at least as
restrictive as that binding the Recipient Party.






	3.6	 	Exceptions to confidentiality obligations






	 	(a)	 	Clauses 3.3, 3.4 and 3.5 do not apply to Confidential Information which:






	 	(i)	 	is in or becomes part of the public domain other than through breach of
this Agreement or an obligation of confidence owed to the Disclosing Party;
	 
	 	(ii)	 	the Recipient Party can prove by contemporaneous written documentation
was already known to it at the time of disclosure by the Disclosing Party
(unless that knowledge arose from disclosure of information in breach of an
obligation of confidence).






	 	(b)	 	For the avoidance of doubt the Licensee acknowledges that






	 	(i)	 	CE is required to inform those inventors and others entitled to a share in CE
receipts under this Agreement (including persons other than CE employees) of the basis
of CE’s calculation of the share due; and
	 
	 	(ii)	 	for the purpose of academic publication any academic who contributed to the
creation or development of the Licensed Technology may have to declare to the publisher
and in publications that the Licensee is licensed in respect of the Licensed Technology
and that he or she has
received or may receive income from exploitation of the Licensed Technology.
	 
	 	 	 	If a disclosure described in this clause 3.6(b)(i) or (ii) includes
Confidential Information, CE and the academic disclosing will be deemed
to have permission to make such disclosure.




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	3.7	 	Return of information and survival of confidentiality
obligations






	 	(a)	 	The Recipient Party must return to the Disclosing Party all documents or other
materials containing or referring to Confidential Information (other than the
Know-how) which are in its possession, power or control or in the possession, power or
control of persons who have received Confidential Information from it under clause
3.3(a), (b) or (c) at any time if requested to do so by the Disclosing Party.
	 
	 	(b)	 	The provisions of clauses 3.2 to 3.7 inclusive will survive the expiry or earlier
termination (for whatever reason) of this Agreement for a period of five years for Know
How and three years for other Confidential Information beginning on the date of last
disclosure of the information.






	4	 	Payments
	 
	4.1	 	Non-monetary and inadequate consideration
	 
	 	 	The Licensee shall not accept and shall ensure that Sub Licensees do not accept,
without the prior written consent of CE, any indirect or non-monetary consideration for
any Licensed Product. The Licensee acknowledges that CE has granted the rights in
clause 2.1 in consideration of the Licensee paying CE a share of the income the
Licensee receives from any exploitation of those rights. The Licensee shall act in good
faith towards CE in its commercial exploitation of the Licensed Technology. For the
avoidance of doubt it is agreed that the Licensee has no licence to provide Licensed
Products free or for inadequate consideration, including in order to avoid the
obligation to pay CE a return under this Agreement or to derive any monetary or
non-monetary receipt or benefit through other activity for itself, any party associated
with it, any business partner, or (as defined in the Companies Act 2006) any subsidiary
or holding company of the Licensee or subsidiary of any such holding company.
	 
	4.2	 	Royalties on all Net Sales of a Licensed Product by Psynova Neurotech and any
Sub-Licensees
	 
	 	 	Psynova Neurotech and any Sub-Licensee shall pay CE a royalty for each Licensed
Product or part of one at the following rates:






	 	(a)	 	on Psynova Neurotech sales: 2 % of the Net Sales Value invoiced by Psynova
Neurotech; and
	 
	 	(b)	 	on Sub-Licensee sales: 2 % of the Net Sales Value invoiced by a Sub-Licensee.




If a Licensed Product would, but for the existence of suitable licences, infringe n patents
and/or know-how licences from CE to Psynova then the total royalty
due to CE (“TCER”) = 2 + (n-1)/2



If a Licensed Product would, but for the existence of suitable licences, infringe y patents
and/or know-how licences from a third party to Psynova then the royalty due to CE = TCER x n/(n+y)



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The minimum TCER shall be 0.5%.





	4.3	 	Milestone payments
	 
	 	 	The Licensee shall pay CE the milestone payment(s) set out in the table below in
respect of each Licensed Product when the relevant milestone is achieved.





	 	 	 
	Milestone	 	Payment
	First national phase filing of the Patent

	 	£  8,000
	Incorporation into a clinical product

	 	£10,000
	Licensed Produce reaching
regulatory approval

	 	£40,000







	 	 	The milestone payment of £8,000 due to CE upon entering into the first National Phase
filing of the patent application that is part of the option terms will remain.
	 
	4.4	 	Other Income (other than Royalties)






	 	(a)	 	The Licensee shall pay to CE:






	 	(i)	 	15% of all upfront fees received as Other Income
	 
	 	(ii)	 	15% of milestone payments received as Other Income for the following
milestones:
	 
	 	(iii)	 	15% of any Other Income not included in sub-clauses 4.4(a)(i)
or 4.4(a)(ii);
	 
	 	(iv)	 	a milestone of £15,000 for each sub-licence contract with the exception
of any sub-licence granted to RBM






	 	(b)	 	The Licensee shall not arrange to receive Other Income rather than Royalties where
this has the effect of reducing the total sum payable to CE by way of Royalty and
Other Income.
	 
	 	(c)	 	The Licensee shall also pay CE the percentage payments specified in clause 4.4(a)
on any difference between Other Income received and that which would have been received
had the transaction been an arm’s length transaction with an independent third party
exclusively for money.
	 
	 	(d)	 	Other Income shall not be due on development services to the extent that such
payments represent a market rate payment for such activities and provided that
separate payment is received for any use of or access to the Licensed Technology.




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	4.5	 	Payment terms and price index






	 	(a)	 	Payments shall be made in accordance with Schedule 3 Part A.
	 
	 	(b)	 	The Licensee shall be responsible for collecting and paying to CE all payments due
to CE in respect of sub-licensing, including Royalties.
	 
	 	(c)	 	All consideration and any other monies due under this Agreement are exclusive of
Value Added Tax which where applicable shall be paid by the Licensee to CE. All
payments shall:






	 	(i)	 	be made in pounds sterling by telegraphic transfer to the account of
Cambridge Enterprise Ltd at Barclays Bank of Bene’t Street, Business Centre,
PO Box No 2, Cambridge CB2 3PZ, sort code: 201719, account number 90532215;
	 
	 	(ii)	 	in the event of a change in the national currency of the United Kingdom,
be converted from pounds sterling into the new national currency of the
United Kingdom at the buying rate of such new currency as quoted by Barclays
Bank plc in London on the day when such currency change comes into force;
	 
	 	(iii)	 	in the case of monies received by the Licensee from sales or
sub-licensing in a currency other than pounds sterling, be calculated in the
other currency and then converted into the national currency of the United
Kingdom at the buying rate of such other currency as quoted by Barclays Bank
plc in London as at the close of business on the last business day of the
Payment Period with respect to which the payment is made;
	 
	 	(iv)	 	be made by the due date, failing which CE may charge reasonable debt
recovery costs together with interest on any outstanding amount on a
daily basis, compounded quarterly, from the day after the due date until
payment at the statutory rate in force on the due date under the Late
Payment of Commercial Debts (Interest) Act 1998; and
	 
	 	(v)	 	be made in full without deduction of taxes, charges or duties,
including bank charges or income tax.






	 	(d)	 	The payments due under clauses 4.2 and 4.3 shall be adjusted on each Anniversary
by the percentage change if any between RPI published in the month immediately
preceding such anniversary and the month immediately preceding the Commencement Date.
RPI means the Retail Prices Index published monthly by the U.K. Office for National
Statistics or such other index as may be published in substitution.






	4.6	 	Reimbursement of patent costs
	 
	 	 	The Licensee shall be responsible for paying any outstanding external receipted
costs in connection with obtaining patent protection prior to the Commencement Date and any ongoing patent costs from the Commencement Date.





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	4.7	 	Financial reports






	 	(a)	 	Each payment shall be accompanied by a financial report in the form set out in
Schedule 3 Part B. Such reports shall include details of payments due in respect of
sub-licensing.
	 
	 	(b)	 	The Licensee shall report to CE the date of first sale of a Licensed Product
within 60 days of occurrence.






	4.8	 	Records






	 	(a)	 	The Licensee shall keep at its normal place of business and cause Sub-Licensees to
keep all information used to calculate payments due to CE under this Agreement
including detailed and up to date records and accounts showing the quantity,
description and value of Licensed Products sold by it and Sub-Licensees, on a country
by country basis. The Licensee shall keep these records separate or otherwise make them
extractable easily from its other business records and shall not dispose of them until
after the sixth anniversary of their creation.
	 
	 	(b)	 	The Licensee shall make such information available, on reasonable notice, for audit
during business hours by a CE’s duly authorised representative for the purpose of
verifying the accuracy of any report given by the Licensee to CE under this clause 4.
The representative shall be required to keep confidential all information learnt during
any such inspection, and to disclose to CE only such details as may be necessary to
report on the accuracy of the Licensee’s financial reports. CE shall be responsible for
the representative’s professional charges unless the representative certifies that
there is an inaccuracy of more than 5 % in any financial statement, in which case the
Licensee shall pay his charges in respect of that inspection. The
Licensee shall pay any underpayment reported by the representative within 30
days of receipt of a CE’s invoice requiring payment for the same.
	 
	 	(c)	 	The Licensee shall ensure that CE has the same rights as those set out in this
clause 4.7 in any sub-licence of the Licensed Technology granted pursuant to this
Agreement.






	5	 	Commercialisation obligations and reports
	 
	5.1	 	Commercialisation
	 
	 	 	The Licensee shall proceed diligently to develop and commercially exploit the Licensed
Technology. The Licensee shall commit the necessary funding and personnel in order to
maximise the return for both parties. The Licensee shall use reasonable endeavours to
comply with project dates and activities contemplated in the commercialisation report
submitted in accordance with clause 5.2.




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	5.2	 	Commercialisation Report
	 
	 	 	Without prejudice to the generality of the Licensee’s obligations under clause 5.1,
the Licensee shall send CE within 30 days of each Anniversary an updated, written
commercialisation report, covering as a minimum the 12 months preceding the
Anniversary and the 12 months following it. The report shall include:






	 	(a)	 	the projected and actual dates of first sale of a Licensed Product;
	 
	 	(b)	 	Planned
Sales during the period covered by the report;
	 
	 	(c)	 	milestone progression (dates for
projected and achieved milestones);
	 
	 	(d)	 	sub-licences granted during the period covered by the report;
	 
	 	(e)	 	all past, current and projected activities taken or to be taken by the Licensee to
bring Licensed Products to market and maximise the sale of Licensed Products in the
Territory; and
	 
	 	(f)	 	any Other Income invoiced or received during the period covered by the report.






	 	 	CE’s receipt or approval of any such report shall not be taken to waive or
qualify the Licensee’s obligations under clause 5.1.
	 
	5.3	 	Independent Expert — Reference
	 
	 	 	If CE considers at any time during the Term that the Licensee has without
legitimate reason failed to proceed diligently to develop and commercially exploit
the Licensed Technology, CE shall be entitled to refer to an independent expert
the following questions:






	 	(a)	 	whether the Licensee has acted diligently; and if not
	 
	 	(b)	 	what specific action the Licensee should have taken (“Specific Action”) in
order to have acted diligently.






	5.4	 	Independent Expert — appointment and decision
	 
	 	 	The independent expert shall be appointed in accordance with the provisions of
Schedule 2 and his decision shall be final and binding on the Parties.
	 
	5.5	 	CE’s right to terminate
	 
	 	 	If the expert determines that the Licensee has failed to comply with its obligations
under this clause 5, and if the Licensee fails to take the Specific Action within 3
months of the expert giving his decision in accordance with Schedule 2, CE shall be
entitled, by giving, at any time within 3 months after the end of that 3 month
period, not less than 21 days’ notice to terminate this Agreement and the licences
granted to the Licensee under clause 2.





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	5.6	 	Sub-licensing of undeveloped applications
	 
	 	 	If CE becomes aware (or if a third party becomes aware and notifies CE) that any of the
Patents are useful for an application covered by the Field but for which Licensed
Products have not been developed or are not currently under development by the
Licensee, then CE may give written notice to the Licensee. Within ninety (90) days
following the Licensee’s receipt of CE’s notification the Licensee shall give CE
written notice stating whether the Licensee elects to develop Licensed Products for the
application. If the Licensee elects to develop and commercialise the proposed Licensed
Products for the new application, the Licensee shall submit a progress report
describing Licensee’s commercialisation efforts in developing the new application as
part of the commercialisation report required by clause 5.2. If the Licensee does not
so elect, then CE may at its discretion






	 	(a)	 	direct the Licensee (subject to appropriate due diligence) to grant or
	 
	 	(b)	 	itself grant






a licence in a specific sub-field of the Field and such a sub-field will be removed
from the Field. CE shall give the Licensee an opportunity to comment on these options
and will consider these comments before making its decision. CE’s sub-licensee will be
required to reimburse the Licensee for such portion of the patent cost reimbursement
fee paid to CE on the Commencement Date as may be reasonable in the circumstances.




	6	 	Intellectual property
	 
	6.1	 	Patent protection






The Licensee shall at its own cost and expense:




	 	(a)	 	endeavour to obtain valid patents in the name of CE pursuant to each patent
application listed in Schedule 1 so as to secure the broadest monopoly reasonably
available including the filing of divisional applications where appropriate; and
	 
	 	(b)	 	pay all renewal fees in respect of the Patents as and when due; and
	 
	 	(c)	 	ensure that CE receives copies of all correspondence concerning each patent
application listed in Schedule 1






provided that if the Licensee wishes to abandon any such application or not to
maintain any such Patent in the whole of any part of the Territory (or to cease
funding such application or Patent) it shall give 3 months’ prior written notice to CE
and on the expiry of such notice period unless
CE notifies the Licensee otherwise the Licensee shall cease to be licensed for the
whole or part of the Territory under the patent application or patent identified in
the notice.




	6.2	 	Infringement of the Patents






	 	(a)	 	Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any of the Patents in the Field.




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	 	(b)	 	Subject to clause 6.2(c), the Licensee shall be entitled to take legal or other
action against any third party to enforce the Patents at its sole expense. If the
alleged infringement is both within and outside the Field, the Parties shall also
co-operate with CE’s other licensees (if any) in relation to any such action.
	 
	 	 	 	If required by law CE shall agree to be joined in any such legal action (and may
elect to take part in the proceedings) subject to being indemnified and secured
in a reasonable manner as to any costs, damages, expenses or other liability and
having the right to be separately represented by its own counsel at its own
expense.
	 
	 	(c)	 	Before starting legal action in accordance with sub-clause 6.2(b) or agreeing to
any settlement, the Licensee shall consult CE and take its views into account about the
advisability of the action or settlement, its effect on the
University and CE’s
reputation and good name, the effect on any other CE licensees of any of the Licensed
Technology, the public interest and how the action should be conducted. Any monetary
recovery from any legal or other action shall be dealt with as follows: Each Party
shall be reimbursed any expenses reasonably incurred in securing the sums recovered.
Except where the Licensee is permitted to sub-license when the balance shall be deemed
to be Other Income, CE shall receive 25% of the balance. Clause 2.3 specifies the
extent to which the Licensee may grant a sub-licence to an infringer.
	 
	 	(d)	 	In the event that the Licensee is unsuccessful in persuading the alleged infringer to
desist or fails to have initiated an infringement action within six months of the Licensee
first becoming aware of the basis for such action, CE shall have the right, at its sole
discretion, to prosecute such infringement under its sole control and its sole expense,
and any recovery obtained shall belong to CE.






	6.3	 	Infringement of third party rights






	 	(a)	 	If any warning letter or other notice of infringement is received by a Party, or
legal action is brought against a Party, alleging infringement of third party rights in
the manufacture, use or sale of any Licensed Product or use of any Patents, that Party
shall promptly provide full details to the other Party, and the Parties shall discuss
the best way to respond.
	 
	 	(b)	 	The Licensee shall have the right but not the obligation to defend such action and
shall have the right to settle with such third party, provided that if any action or
proposed settlement involves the making of
any statement, express or implied, concerning the validity of any Patent, the consent
of CE must be obtained before taking such action or making such settlement.




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	7	 	Warranties and liability
	 
	7.1	 	Status of Licensed Technology and responsibility for
development of Licensed Products
	 
	 	 	The Licensee acknowledges that the Licensed Technology is at an early stage of
development, that it is provided “as is” and specific results cannot be guaranteed.
The Licensee shall be exclusively responsible for the technical and commercial
development and manufacture of Licensed Products and for incorporating any
modifications or developments thereto that may be necessary or desirable and for all
Licensed Products sold or supplied.
	 
	7.2	 	No representations or warranties






	 	(a)	 	The Licensee acknowledges that CE has not performed any searches or investigations
into the existence of any third party rights, which may affect any of the Licensed
Technology and that in entering into this Agreement it does not do so in reliance on
(and shall have no remedy in respect of) any representation, warranty or other
provision, except as expressly provided in this Clause, in which case any remedy shall
be limited to an action for breach of contract under the terms of this Agreement.
	 
	 	(b)	 	CE warrants that the University and the Inventors have assigned to CE all their
intellectual property rights in the Patents.
	 
	 	(c)	 	Except as provided by Clause 7.2(b) CE makes no representations or warranties of
any kind, express or implied, concerning the Licensed Technology including (i) as to
the satisfactory quality or fitness for a particular purpose (ii) as to the absence of
latent or other defects, whether or not discoverable (iii) as to the validity or scope
of the Patents or (iv) that the exploitation of the Licensed Technology or any Licensed
Product will not infringe any patents or other intellectual property rights of a third
party and all conditions, warranties or other terms implied by statute or common law
are excluded from this Agreement to the fullest extent permitted by law.






	7.3	 	Liability and indemnity






	 	(a)	 	The limitations and exclusions in this Agreement shall not apply in respect of
claims for personal injury or death caused by negligence of CE, the University, the
University’s employees or students, the Inventors or the Principal Investigator or in
respect of fraud or fraudulent misrepresentation.
	 
	 	(b)	 	In respect of any damages or expenses of whatsoever nature and howsoever arising
(including in contract, tort, negligence or for breach of statutory duty or
misrepresentation) in connection with any use of the Licensed Technology or the
manufacture, use or sale of or any other dealing in the Licensed Products or otherwise
in connection with this




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	 	 	 	Agreement or any relationships established by it:






	 	(i)	 	the aggregate liability of CE, the University, the
University’s
employees and students, the Inventors and the Principal Investigator shall
be limited to the total income which CE has received from the Licensee
(less any expenses which CE has incurred in obtaining, maintaining or
defending the Patents) during the six years, preceding the year of the Term
in which the liability arises or £10,000 whichever shall be the higher; and
	 
	 	(ii)	 	in no circumstances shall CE, the University, the University’s
employees or students, the Inventors or the Principal Investigator be
liable for any indirect, incidental or consequential damages including any
loss of profits, revenue, business opportunity or goodwill.






	 	(c)	 	The Licensee shall indemnify CE, the University, the University’s employees and
students and the Inventors and Principal Investigator up to £1,000,000 against all
direct, indirect, incidental, consequential or special liability, loss, damages or
expenses, including legal and other professional fees and expenses, howsoever arising
(including in contract, tort, negligence or for breach of statutory duty or
misrepresentation) from or in connection with any claim or threatened claim by any
third party relating to or arising from the use by the Licensee or any Sub-Licensee of
the Licensed Technology or otherwise in connection with the manufacture, use or sale of
or any other dealing in any of the Licensed Products by the Licensee or any
Sub-Licensee. Nothing in this sub-clause shall prevent the Licensee recovering from CE,
subject to the exclusions and limitations set out this Agreement, damages due to the
Licensee for default by CE of any of its obligations under this Agreement.






	8	 	Duration and termination
	 
	8.1	 	Commencement and termination by expiry
	 
	 	 	This Agreement, and the licences granted hereunder, shall come into effect on the
Commencement Date and, unless terminated earlier in accordance with this clause 8,
shall continue in force on a country by country basis until the date on which all the
Patents have expired or been revoked without a right of further appeal.
	 
	8.2	 	Early termination by the Licensee
	 
	 	 	The Licensee may terminate this Agreement at any time on 90 days’ notice in writing
to CE.
	 
	8.3	 	Early termination by CE
	 
	 	 	CE may terminate this Agreement






	 	(a)	 	forthwith by giving written notice to the Licensee if the Licensee or any




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	 	 	 	Sub-Licensee commence(s) legal proceedings, or assist(s) any third party to
commence legal proceedings, to challenge the validity or ownership of any
of the Patents; and
	 
	 	(b)	 	as provided in clause 5.






	8.4	 	Early termination by either party
	 
	 	 	Without prejudice to any other right or remedy, either Party may by written notice
to the other Party terminate this Agreement at any time if






	 	(a)	 	the other Party has materially breached this Agreement (and for the avoidance of
doubt non-payment by the Licensee under clause 4 shall be deemed a material breach)
and, in case of a remediable breach other than a persistent breach, has failed to
remedy that breach within thirty days of the date of service of a written notice from
the other Party specifying the breach and requiring that it be remedied; or
	 
	 	(b)	 	the other Party ceases to carry on business, is unable to pay its debts when they
fall due, is declared bankrupt, or an order is made or a resolution passed for the
winding up of that other Party or the appointment of an administrator, receiver,
liquidator or manager of that other Party.






	8.5	 	Consequences of termination






	 	(a)	 	Upon termination of this Agreement by expiry under clause 8.1 above, the licence
of the Patents in clause 2.1(a) shall terminate.
	 
	 	(b)	 	Upon termination of this Agreement for any reason otherwise than in accordance
with clause 8.1:






	 	(i)	 	the Licensee and its Sub-Licensees shall be entitled to sell, use or
otherwise dispose of (subject to payment of royalties under clause 4.2) any
unsold or unused stocks of the Licensed Products for a period of 6 months
following the date of termination;
	 
	 	(ii)	 	subject to paragraph (i) above, the Licensee shall no longer be
licensed to use or otherwise exploit in any way, either directly or
indirectly, the Patents or the Know-how, in so far and for as long as any of
the Patents remains in force;
	 
	 	(iii)	 	subject to paragraph (i) above, the Licensee shall consent to the
cancellation of any formal licence granted to it, or of any registration of
it in any register, in relation to any of the Patents;
	 
	 	(iv)	 	each Party shall return to the other (or destroy at the other’s request)
all Confidential Information disclosed to it by the other and all materials
containing any Confidential Information in its possession or control
(including, in the case of the Licensee, in




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	 	 	 	the possession or control of its Sub-Licensees); and
	 
	 	(v)	 	upon CE’s request, the Parties shall negotiate in good faith the terms of
an agreement between them on reasonable commercial terms to enable CE to
arrange for the further exploitation of the Licensed Technology and Licensed
Products as they exist at the date of termination including to provide CE
with all improvements, information, know-how and results created or developed
by the Licensee or its Sub-Licensees.






	 	(c)	 	If the Parties are unable to agree the terms of an agreement as described in
clause 8.5(b)(v) CE may initiate the procedure in 

clause 9.
	 
	 	(d)	 	The expiry or termination of this Agreement does not affect any rights or
obligations of either Party which have arisen or accrued up to and including the date
of expiry or termination including the right to payment under this Agreement.
	 
	 	(e)	 	Clauses 2.3(d), 2.4, 3.2 to 3.7, 4 (in respect of payments due on or before
termination or under clause 8.5(b)(i)), 7, 8.5, 9 and 10 survive expiry or
termination (for whatever reason).






	9	 	Dispute resolution
	 
	 	 	The Parties agree that should any dispute arise between them in relation to this
Agreement (other than under clause 5), they shall meet as soon as practicable and
negotiate in good faith with a view to resolving the dispute.
	 
	 	 	If the Parties are unable to settle any dispute by negotiation within 28 days the
Parties will attempt to settle it by mediation in accordance with the Centre for
Effective Dispute Resolution (CEDR) Model Mediation Procedure.
	 
	 	 	To initiate a mediation a party must give notice in writing to the other party,
requesting a mediation in accordance with this 
clause 9.
	 
	 	 	Nothing in this Clause 9 shall prevent either party from applying for urgent
injunctive relief to restrain any actual or potential breach of this Agreement.
	 
	10	 	General
	 
	10.1	 	Force majeure.






	 	(a)	 	Notwithstanding any other provision of this Agreement, no Party need act if it is
impossible to act due to force majeure, meaning any cause beyond its control
(including war, riot, natural disaster, labour dispute, or law taking effect after
the date of this Agreement). A Party affected by force majeure agrees to notify the
other Party promptly after it determines that it is unable to act.
	 
	 	(b)	 	A Party has no responsibility or liability for any loss or expense suffered or
incurred by the other Party as a result of its not acting for so long as the force
majeure under clause 10.1 continues. However, the non-





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	 	 	 	performing Party agrees to make reasonable efforts to avoid or remove the
circumstances giving rise to the force majeure and agrees to continue performance
under this Agreement promptly when they are removed.






	10.2	 	Assignment.






	 	(a)	 	Save as provided by clause 10.2(b) and 10.2(c) neither party may assign, transfer,
charge or deal in any other manner with this Agreement nor purport to do so without the
prior written consent of the other party.
	 
	 	(b)	 	CE may assign the whole or any of its rights and obligations under this Agreement
provided that CE’s assignee shall undertake to be bound by and perform CE’s
obligations under this Agreement. CE shall notify the Licensee of any assignment under
this Agreement.
	 
	 	(c)	 	The Licensee may assign its rights and obligations under this Agreement where the
assignment is connected with the transfer of all or substantially all of the Licensee’s
assets to a single purchaser and provided such purchaser undertakes to CE to be bound
by and perform the obligations of the Licensee under this Agreement and is capable of
performing such obligations. The Licensee shall notify CE of any such assignment.






	10.3	 	Waiver
	 
	 	 	A provision of this Agreement or any right created under it cannot be waived or
varied except in writing signed by the Parties.
	 
	10.4	 	Invalid clauses
	 
	 	 	If the whole or any part of a provision of this Agreement is void, unenforceable or
illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this
Agreement has full force and effect and the validity or enforceability of that
provision in any other jurisdiction is not affected. This clause has no effect if the
severance alters the basic nature of this Agreement or is contrary to public policy.
	 
	10.5	 	No agency
	 
	 	 	Nothing in this Agreement shall be construed as creating any agency, partnership or
other form of joint enterprise between the Parties and neither Party has the
authority to act for or bind the other Party in any way.
	 
	10.6	 	Notices
	 
	 	 	Any notice to be given under this Agreement shall be in writing and delivered by hand,
prepaid registered post or facsimile to the other Party at the address or fax number
set out below or to such other address or fax number as either Party may specify in
writing to the other.




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	Notices to CE

	 	10 Trumpington Street,
	 

	 	Cambridge
	 

	 	CB2 1QA.
	 

	 	Fax number: +44 (0) 1223 332988.
	 
	 	 
	Notices to the Licensee

	 	Psynova Neurotech Limited
	 

	 	St John’s Innovation Centre,
	 

	 	Cowley Road,
	 

	 	Cambridge
	 

	 	CB4 0WS
	 

	 	Fax 01223 703146







Notices are deemed to have been given:




	 	(a)	 	if delivered by hand, at the time of the delivery unless delivered after 5pm in
the place of receipt or on a non-business day, in which case the notice is deemed to
have been given at 9am the next business day;
	 
	 	(b)	 	if sent by registered post from within the United Kingdom, three business
days after posting (or seven business days if posted from outside the United
Kingdom); and
	 
	 	(c)	 	if sent by facsimile, at the time the facsimile is received shown in the
transmission report as the time that the whole facsimile was sent unless received
after 5pm in the place of receipt or on a non-business day, in which case the notice
is deemed to have been given at 9am the next business day.






	10.7	 	Law and jurisdiction
	 
	 	 	This Agreement and any documents to be entered into pursuant to it shall be governed
by and construed in accordance with English law and each Party irrevocably submits to
the exclusive jurisdiction of the courts of England over any claim or matter arising
under or in connection with this Agreement and the documents entered into pursuant to
it except that a Party may seek an interim injunction as described in Clause 9 in any
court of competent jurisdiction.
	 
	10.8	 	Further action
	 
	 	 	Each Party agrees to execute, acknowledge and deliver such further instruments, and do
all further similar acts, as may be necessary or appropriate to carry out the purposes
and intent of this Agreement.
	 
	10.9	 	Announcements
	 
	 	 	A Party may not make press or other announcements or releases relating to this
Agreement or the transactions the subject of this Agreement without the approval of
the other Party to the form and manner of the announcement or release unless and to
the extent that the announcement or release:




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	 	(a)	 	is required to be made by law or by a stock exchange; or
	 
	 	(b)	 	is made in the annual report of CE, the University or one of the University’s departments.






	10.10	 	Entire agreement
	 
	 	 	This Agreement constitutes the entire agreement and understanding of the Parties and
supersedes all negotiations, understandings or previous agreement between the Parties
relating to the subject matter of this Agreement. Nothing in this Agreement,
including this clause and clause 7.2, shall operate to limit or exclude liability for
fraud or fraudulent misrepresentation.
	 
	10.11	 	Third party rights
	 
	 	 	The University, any University wholly owned subsidiary, the University’s employees or
students, the Inventors and the Principal Investigator may enforce those terms of this
Agreement which expressly confer rights on them, subject to and in accordance with the
Contracts (Rights of Third Parties) Act 1999. Save as aforesaid no term of this
Agreement shall be enforceable under that Act by a person who is not a party to this
Agreement, but this shall not affect any right or remedy of any third party which
exists or is available other than under that Act. Notwithstanding that any term of
this Agreement may be or become enforceable under that Act by a person which is not a
party to it, this Agreement may be amended in any respect, or suspended, cancelled or
terminated by agreement in writing between the Parties, in each case without the
consent of such third party.
	 
	10.12	 	Export Control Regulations






	 	(a)	 	“Export Control Regulations” mean any United Nations trade sanctions or EU or UK
legislation or regulation, from time to time in force, which impose arms embargoes or
control the export from the United Kingdom of goods, technology or software, including
weapons of mass destruction and arms, military, paramilitary and security equipment and
dual-use items (items designed for civil use but which can be used for military
purposes) and certain drugs and chemicals.
	 
	 	(b)	 	The Licensee shall ensure that, in using the Licensed Technology and in selling
Licensed Products, it shall not and nor shall its employees or sub-contractors or any
Sub-Licensee directly or indirectly breach or compromise compliance with any Export
Control Regulations.






	10.13	 	Non-use of names and marking of Licensed Products






	 	(a)	 	The Licensee shall not use and shall ensure that Sub-Licensees do not use the
name, any adaptation of the name, any logo, trademark or other device of the
“University of Cambridge”, “Cambridge Enterprise Limited” nor of the Inventors or
Principal Investigator in any advertising, promotional or sales materials without
prior written consent obtained from CE in each case, except that Licensee may state
that it is licensed by CE to use the Licensed Technology and to make and supply the Licensed Products.





Copyright © 2003-8 University of Cambridge




Page 24 of  30 









 






	 	(b)	 	To the extent commercially feasible the Licensee shall mark and cause
Sub-Licensees to mark each patented product with the number of each issued Patent
which applies to it.






	10.14	 	Insurance
	 
	 	 	Without limiting its liability under clause 7.3(c) the Licensee shall take out with a
reputable insurance company and maintain at all times during the Term public and
product liability insurance including against all loss of and damage to property
(whether real personal or intellectual) and injury to persons including death arising
out of or in connection with this Agreement and the Licensee’s and Sub-Licensees’ use
of the Licensed Technology and use, sale of or any other dealing in any of the
Licensed Products. Such insurances may be limited in respect of one claim provided
that such limit must be at least £5 million. Product liability insurance shall
continue to be maintained for a further 6 years from the end of the Term.
	 
	10.15	 	Legal Compliance
	 
	 	 	The Licensee shall comply with all statutes, bye laws, regulations, codes of practice,
European and other directives, and other provisions (and any amendment or re-enactment)
and all professional rules and standards to be observed and performed in connection
with the development, manufacture and sale or making available of Licensed Products.







Copyright © 2003-8 University of Cambridge




Page 25 of  30 









 








AGREED by the parties through their authorised signatories:-




	 	 	 	 	 	 	 	 	 	 	 
	For and on behalf of	 	 	 	For and on behalf of	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	CAMBRIDGE ENTERPRISE LIMITED	 	 	 	PSYNOVA NEUROTECH LIMITED	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ R.C. Jennings	 	 	 	/s/ Paul Rodgers	 	 
	 	 	 	 	 	 	 
	signed

	 	 	 	 	 	signed	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dr. R.C. Jennings	 	 	 	Paul Rodgers	 	 
	 	 	 	 	 	 	 
	print name	 	 	 	print name
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Director
	 	 	 	 	 	 	 	 	 	 
	Cambridge Enterprise Ltd	 	 	 	Director	 	 	 	 
	 	 	 	 	 	 	 
	title

	 	 	 	 	 	title	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	20.3.09

	 	 	 	 	 	26.03.09	 	 	 	 
	 	 	 	 	 	 	 
	date

	 	 	 	 	 	date	 	 	 	 






Copyright © 2003-8 University of Cambridge




Page 26 of  30 









 





Schedule 1




Part A The Patents




	 	 	 
	Title:

	 	Biomarkers and uses thereof
	 
	 	 
	Inventors:

	 	Sabine Bahn, Jeffrey Huang
	 
	 	 
	Filing Number(s):

	 	GB0616230.9
	 
	 	 
	Filing Date:

	 	16 August 2006
	 
	 	 
	 
	 	 
	Title:

	 	Secretogranin and VGF peptide biomarkers and uses thereof
	 
	 	 
	Inventors:

	 	Sabine Bahn, Jeffrey Huang
	 
	 	 
	Filing Number(s):

	 	PCT/GB2007/003090
	 
	 	 
	Filing Date:

	 	15 August 2007






27









 






Schedule 2




Appointment of Expert





	1	 	Pursuant to clause 5.3, CE may serve notice on the Licensee (“Referral Notice”) that it
wishes to refer to an expert (the “Expert”) the questions set out in clause 5.3.
	 
	2	 	The parties shall agree the identity of a single independent, impartial expert to
determine such questions. In the absence of such agreement within 30 days of the Referral
Notice, the questions shall be referred to an expert appointed by the President of Law
Society of England and Wales.
	 
	3	 	60 days after the giving of a Referral Notice, both parties shall exchange
simultaneously statements of case in no more than 10,000 words, in total, and each side
shall simultaneously send a copy of its statement of case to the Expert.
	 
	4	 	Each party may, within 30 days of the date of exchange of statement of case pursuant
to paragraph 3 above, serve a reply to the other side’s statement of case of not more
than 10,000 words. A copy of any such reply shall be simultaneously sent to the Expert.
	 
	5	 	The Expert shall make his decision on the said questions on the basis of written
statements and supporting documentation only and there shall be no oral hearing. The
Expert shall issue his decision in writing within 30 days of the date of service of the
last reply pursuant to paragraph 4 above or, in the absence of receipt of any replies,
within 60 days of the date of exchange pursuant to paragraph 3 above.
	 
	6	 	The Expert’s decision shall be final and binding on the parties.
	 
	7	 	The Expert’s charges shall be borne equally by the parties.




28









 











Schedule 3




Part A: Payment and Report Schedule




	 	 	 	 	 
	Licensee Name:

	 	Psynova Neurotech Limited
	 	CE Case Number: Bah-1677-06
	 
	 	 	 	 
	Licensee Invoice Address:

	 	St John’s Innovation Centre, Cowley

Road, Cambridge, CB4 0WS	 	 
	 
	 	 	 	 
	Licensed Technology known as:

	 	VGF and Secretogranin Biomarkers
	 	Commencement Date:
	 

	 	 	 	16 March 2009
	 
	 	 	 	 
	Payment Periods: 6 month periods ending on 31st January and 31st
July	 	Term: From the Commencement Date

until expiry
	 
	 	 	 	 
	Due date for payment: within 30 days of the end of the month in which the payment date specified in the right
hand column below falls

(Interest is payable if this period is exceeded.) Royalties on invoices sent between the end of the final Payment
Period and termination or expiry of this Agreement shall be due and shall be paid within 30 days of termination or
expiry.
	 
	 	 	 	 
	Each payment shall be accompanied by a financial report (as in Part B below). Other types of reports are
also required (see the right hand column below)
	 
	 	 	 	 
	Event	 	Payment and reports dates
	Reimbursement of patent costs	 	Payment date — the Commencement Date.
	 
	 	 	 	 
	Royalties including for sub-licensees	 	 Payment date — last day of each Payment Period
for invoices sent during the Payment Period.

Royalty Reports are due annually prior to first sale
of a Licensed Product. Subsequently reports to be
submitted within 30 days of the end of each
Payment Period (nil returns are required) along
with any Royalty payment.
	 
	 	 	 	 
	Other Income	 	Payment date — date of Licensee’s invoice to the
Sub-Licensee or receipt of payment from Sub-Licensee, whichever is the earlier.

Report the payment in next Royalty Report.
	 
	 	 	 	 
	Milestone payment	 	Payment date — date when the milestone is
achieved.
	 
	 	 	 	 
	Commercialisation	 	Report within 30 days of each anniversary of the
Commencement Date.
	 
	 	 	 	 
	First sale of a Licensed Product	 	Report within 60 days of first sale.






29









 






Schedule 3




Part B: Financial Report Format



LICENCE DETAILS




Only
those parts of the form relevant to the payment being made need to be
completed.




	 	 	 
	Licensee Name: Psynova Neurotech Limited

	 	CE Case Number:
 Bah-1677-06
	 
	 	 
	Licensee Invoice Address: St John’s Innovation
Centre, Cowley Road,
Cambridge, CB4 0WS
	 	 
	 
	 	 
	Licensed
Technology known as: 
VGF and Secretogranin Biomarkers

	 	Commencement Date:

16 March 2009
	 
	 	 
	Payment Periods:
6 month periods ending on
31st

January and
31st July
	 
	 	 
	Royalty Report for the 6 month period [
] to [ ]
	 	 






ROYALTY REPORT




Licensee Royalties:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	*Net Sales Value on number of	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	products sold	 	£
	 	 	Royalty	 	 	 	 	 	No of	 	Local	 	Conversion	 	UK	 	Royalty
	Products	 	Rate	 	Territory	 	products	 	currency	 	rate	 	currency	 	Payable
	Pharma
	 	Example:
1%	 	France	 	 	100	 	 	1000 euros	 	1
euro is £0.6784	 	£	678.40	 	 	£	6.78	 
	Diagnostic
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Licensee Royalties:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-Licensee Royalties:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	*Net Sales Value	 	£
	 	 	Royalty	 	 	 	 	 	No of	 	Local	 	Conversion	 	UK	 	Royalty
	Products	 	Rate	 	Territory	 	products	 	currency	 	rate	 	currency	 	Payable
	Pharma
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Diagnostic
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Sub-Licensee Royalties:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL ROYALTIES due with this Royalty Report:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 





			
	*	 	If deductions are made to arrive at Net Sales Value, please provide copy customer
invoices showing that these sums were charged separately.






OTHER
INCOME (Other than Royalties)




Under
clause 4.3(b) Other Income arising during the Payment
Period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date of	 	Date of	 	 	Payment	 	 	Local	 	 	Conversion	 	 	 	 
	Invoice	 	Receipt	 	 	Rate	 	 	Currency	 	 	Rate	 	 	£ Payable	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





OTHER PAYMENTS (Other than Royalties and Other Income)




	 	 	 
	Nature of the Payment: [ie annual fee/milestone payment etc]:

	 	£ Payable:
	This payment is subject to RPI (see clause 4.6(c))
	 	 
	 	 	 
	For sub-licence royalties or income:Copy sub-licence enclosed?

YES / NO / ALREADY SENT
	 	 







30